Director Selection Policy
Director Nominee Selection Process
The Compensation, Nominating, And Corporate Governance Committee (the "Committee") of TCF Financial Company (the "Company") will select nominees for directors pursuant to the following process:
- The Committee will identify director candidates based on suggestions from current directors and senior management, recommendations from stockholders and the use of a director search firm if the Committee so chooses
- The Committee will then review such candidates’ qualifications to determine which candidates best meet the Board’s required and desired criteria set forth below;
- Interviews of interested candidates among those who best meet these criteria will then be conducted by the Chief Executive Officer, the Chairman of the Board, the Chairperson of the Committee and one other Committee member;
- The Committee will provide periodic reports to the Board of Directors (the “Board”) regarding the selection process;
- Once the Committee has selected a nominee(s), the Committee will provide the Board with a recommendation; and
- The Board will then (i) formally nominate the nominee(s) for inclusion in the slate of directors for the Annual Meeting of Stockholders or (ii) appoint the nominee(s) to fill a vacancy during the intervals between stockholder meetings.
A stockholder who wishes to recommend a director candidate for nomination by the Board at the annual meeting or for vacancies of the Board that arise between meetings must timely provide the Committee with sufficient written documentation to permit a determination by the Board whether such candidate meets the required and desired director selection criteria set forth in the this policy. Such documentation and the name of the director candidate must be sent via U.S. mail and must be addressed to the Corporate Secretary, TCF Financial Company, 200 Lake Street East, Mail Code EX0-01-G, Wayzata, MN 55391.
Alternatively, stockholders may directly nominate a person for election to the Company’s Board by complying with the procedures set forth in the Company’s Bylaws, any applicable rules and regulations of the Securities and Exchange Commission and any applicable laws.
Director Selection Criteria
The following guidelines are intended to be utilized by the Committee in evaluating potential director candidates. The goal of the selection process is to garner, as a group, the most qualified and effective Board possible. The following is a list of the criteria that will be considered by the Committee in determining whether to recommend a potential candidate to the Board for nomination. Other or additional factors may also be considered, from time to time, as deemed appropriate by the Committee.
- Integrity. A candidate should possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of stockholders.
- Maturity and Judgment. A candidate should have the demonstrated ability to exercise mature judgment and common sense.
- Experience and Reputation. A candidate should have experience as an executive in an organization that is well managed, respected and possesses a history of achieving good results. Candidates should exhibit leadership qualities and diverse experience at policy-making levels. It is also important for a candidate to have developed a strong reputation in his or her business community.
- Collegiality. It is important to preserve the collegiality of the Board. Candidates must inspire trust and confidence in other directors so that the Board can discharge its duties smoothly and efficiently.
- Expertise. The Board should encompass a range of talent, skill and expertise sufficient to provide sound and prudent guidance with respect to all of the Company's operations and interests. Therefore, a candidate’s expertise should be complementary to that of the other Board members so as to provide a diversity of experience and competency. Candidates should have backgrounds in publicly- or privately-held companies, educational institutions or non-profit organizations, or other relevant experience. The Committee should be mindful that a sufficient number of directors should exhibit financial analytical skill and expertise. It is important that a candidate understands the role of the Board and the workings of the Company in the current business environment.
- Commitment. A candidate should be able and willing to devote the required amount of time to the Company’s affairs, including preparing for and attending meetings of the Board and its committees and a willingness to gain an understanding of the Company, its competitive position in its industry and its business strategy. A candidate should be inquisitive and able to objectively appraise management’s plans, programs, achievements, and shortcomings, and should possess a willingness to challenge and stimulate management.
- Independence. Candidates are expected to exhibit independence of thought and judgment. Therefore, candidates should not have a material conflict of interest with the Company. In recommending candidates, the Committee shall be mindful of the Board’s determination that at least a majority of the Board shall be comprised of Independent Directors.
- Diversity. In addition to providing a range of talents and expertise, candidates should be sufficiently diverse to provide a range of perspectives representative of the interests of the constituencies served or to be considered from time to time by the Board, including but not limited to our stockholders, the communities and customers we serve and our employees.